The First Love
by sirius-will-live-on
Summary: This is my first story and its basically Lily and the marauders 5th year at hogwarts and lily's is finding it hard to cope with the major feelings she has towards lupin so what happens when love and friendship are challenged ... I'm trying to keep it upda
1. The One She loves

**Disclaimer: I own nothing in this story! J.K.R aka the Queen of all, My personal hero! Owns everything and not for one second do I pretend otherwise!**

Chapter One,

Kings Cross was as busy as ever on this September first, families seeing their kids off. The children running at the wall directly between platforms nine and ten and then magically disappearing from sight then reappearing on platform nine and three quarters. A pretty red headed girl with almond shaped, dazzling green eyes came through the barrier. Lily Evans looked around but the person she was looking for was not there yet so she set off towards the large red steam engine. She searched the hallways until she finally found a compartment that was empty. She put her trunk in the overhead storage compartment and took her favorite book out of her handbag. Just as she sat down and found her page she heard a racket coming from the hall. She put the book down knowing she was about to find the person she had been looking for. Sure enough out in the hall were James Potter a tall muscular guy with black hair and hazel eyes, Peter Pettigrew a small chubby boy with watery eyes, Sirius Black a guy about the same size as James who had dark brown hair and deep dark eyes, and finally Remus Lupin. He was tall and had golden brown hair that had stray strand of grey which Lily never quite understood, he had gorgeous amber eyes that always seemed so troubled and full of thought. Although he had a slightly pinched look about him in Lily's mind he was amazingly handsome. The marauders (James, Sirius, Remus and Pettigrew) began to walk down the hallway towards the compartment Lily was in. She slid back inside before they could see her and pretended to become immersed in her book. Sure enough the compartment door slid open and in Walked the marauders, James and Sirius in the lead, Remus right behind them and of course Peter trailing behind.

" Hey Evans, mind if we join you in here" James said ruffling his hair in his typical manor.

"Like I have a choice" Lily spat back at him. Lily despised James. She knew that whether she had said yes or know to his question they would have stayed in the compartment any way. All of the guys took their seats Lily still pretending to read her book.

"Whatcha readin'?" asked James snatching the book from her hands.

" Nothing!" Lily protested trying desperately to grab the book out of James' hand. "Give it Back Potter!"

" James just give the book back James" Lupin said in a calming tone.

" Fine, I don't care about Charles Dickens anyway." James said nonchalantly throwing the book back into Lily's lap.

" So Lily, I see you were made a prefect too?" Lupin asked indicating the badge on his chest.

" Yes, oh you to that's great!" Lily exclaimed not letting on how truly excited she was about the whole things.


	2. How it all began

Chapter Two.

As Remus and Lily walked down the hall there was an uncomfortable silence. Lily's heart was racing in her chest so hard she thought it might just burst out.

" I s'pose your parents were thrilled when you got your letter?" Remus asked breaking the silence.

"S..Sorry?" Lily replied startled by the sudden start of conversation.

"Your letter, you know about becoming a prefect?"

"O..Oh yes, right. Yes they were extremely proud." Her heart was racing faster than it ever had before. They continued to walk until they reached the head car. Lupin reached forward and opened the door for Lily.

" After you."

Meanwhile back in the compartment

"Calm down Prongs, Moony is … well… Moony. He doesn't have the slightest interest in Evans, and frankly I don't see why you do either." Sirius said trying to coax a pacing James to sit down.

" Your probably right. I wish I had been made prefect though, then it would be me walking with her instead of Moony." James said still frustrated as he sat down estremely hard nearly crushing poor Wormtail.

"Hey! Watch where you're parking yourself mate" Wormtail said trying to give off an air of confidence.

"Prongs, when you gonna get over Evans? Really there isn't anything that special about her in the first place." Sirius continued.

" Of course she's special you prat!" snapped James. The thought of anyone insulting Lily really got to him. Ever since his first year at going to Hogwarts he had liked Lily.

It had been at the sorting ceremony, Sirius, Remus, Peter and James had all met on the train and had all been put into Gryffindor when he looked u p and saw her. Lily Evans sitting a few seats away with her long red hair and dazzling green eyes. He would never forget that moment when she had looked over and smiled his way.

"Prongs …. Snap out of it mate!" Sirius said giving James a small punch in the arm.

"I wonder when their meeting will finish?"

A/N: hey what do you all think I hope its ok… please review!


	3. Debts

Chapter Three.

"Hey! I'm back." Exclaimed Remus as he stepped back into the compartment. He took a seat next to James, who looked desperately at the door while ruffling up his hair in hope Lily would walk in.

" Where's Evans?" he asked turning to face Remus.

"She met one of her friends in the hall and decided to go talk with her for awhile." Remus replied nonchalantly. James shrugged as if he didn't care but really he was a little disappointed that Lily hadn't returned. He had just been thinking of the perfect thing to say to her when she came back. "So what have you three been up to this whole time?"

"Prongs over here's been moping about that Evans girl."

"Shutup Padfoot! I was not moping!" James retaliated by kicking Sirius in the shin.

"Oh no mate, not at all _'when are they going to be back, I wish I had been made prefect.'_ Nope I didn't here any moping."

"Shove off." James said slouching back into his seat. Just then the compartment door began to slide open. In walked a Slytherin 5th year with a curtain of greasy black hair, black eyes an extremely long hooked nose. The boy seemed not to realize the car he was stepping into because as soon as he put one foot into the compartment he was met with a malicious voice "Snivellus" James said causing the boy to jump.

"Potter." The boy said with immense disdain. "Obviously this is the wrong compartment." Just as the boy was turning to leave James jumped up.

"_Impedimenta!_" both James and Sirius yelled at the same time causing Snape to fall to the floor.

"Whadda you know," said Sirius, "I guess great minds really so think alike." James, Sirius and Peter all began to laugh ferociously. Remus however was staring at the window seemingly transfixed with the passing scenery.

" C'mon Moony you've got to admit that was pretty hilarious." Sirius said out of breath. James sat down clutching his sides inn pain from the laughter.

" Ya Moony that was hilarious you must admit."

" Sure was you guys, that was a classic. Impedimenta, Ha! I loved it" Peter said absolutely in hysterics over the incident.

"Calm down Wormtail," Remus said calmly "I don't know you guys, maybe you could have been easier on him."

Snape began to stir just as Lily came back to the compartment.

"What is going on here?" she screamed. "Potter this is obviously your little joke!" Lily bent down to help Snape up but when he got to his feet he just pushed her away and stormed off muttering under his breath. "Remus what happened in here?" she asked him looking into his large amber eyes, they looked so old to her.

"I didn't see what happened I had been looking for something in my bag. Sorry." He replied without so much as a break in the sentence.

"Oh I see well hopefully your able to restrain your friends next time" she said as she turned and left the compartment, but not before she shot James an extremely hateful look. 'Why doesn't Lupin stand up for himself, why wont he tell his friends off, he's so much better than them' she thought to herself as she walked along the hall. She stopped for a moment and thought 'It's almost like he owes them or something', and with that final thought she entered the compartment to join her friends.

A/N: This chapter was short. Ok so they all were but I couldn't resist throwing in a fight with Snape so ya please review.


	4. The Truth Revealed

Chapter Four.

The train pulled into Hogsmead station just as it began to rain. The Marauders got off the train and immediately found an empty carriage. They all got in and just as Remus was just about to close the door he spotted Lily looking for a carriage to get into.

"Hey! Lily there's room for one more in here" he yelled out to her. Lily's heart skipped a beat when she heard him call her name. She ran over to the carriage but when she stepped in, instead of being met by Remus liked she had hoped James helped her in.

"Wouldn't want you to catch a cold now Evans." James said coolly ruffling his hair in attempt to look rugged and cool.

"I'm sure I'd 'ave survived Potter." Lily spat back at him.

"Just trying to help" he replied a bit diminished. That last blow from Lily had really hurt. It seemed no matter how cool he acted all she ever did was hate him for it.

"Thanks a lot then." Lily said with a lethal amount of sarcasm. She had never felt anything but disdain for James. To her all he was, was an arrogant, big headed quidditch captain with all the girls fawning over him, yet he always seemed to be annoying her.

" So, Lily anyone you know being sorted today?" Remus asked. Lily shook her head. There was an awkward silence that filled the carriage.

" I hope we get a good batch of Gryffindors this year." Sirius said in an attempt to make the mood a little less awkward.

" Yes, hopefully we won't have any real trouble makers that'll cost us more points than we already lose in a year die to certain people." Lily said with an air of confidence about her.

" Ow Evans, that really hurts me." Sirius said sarcastically holding his chest. "You should learn to save those remarks and share them with everybody."

"Y'know Evans you'd do really well hangin out with us, I think you'd fit right in." James said trying to get the same reaction from Lily as Sirius did.

"Potter I wouldn't hang out with you if you were the only person in Hogwarts!"

"Ooooo… nice one Prongs." Sirius said laughing hysterically at James. Just then the carriage jolted to a stop causing Lily to fall straight into Remus. He caught her and as she looked up into his soft eyes she felt her heart begin to race with joy and anxiety.

"Careful." He said helping her up and giving her a soft smile.

"Sorry." She said back. " I better get going I have to see Alice." With that she left the carriage and ran off to find her friend.

" How do you guys get her to be civil to you and all I can do is get her mad at me?" James asked sulkily as they got out of their carriage and headed towards the great hall.

"Prongs have you ever tried just talking to her and being yourself?" asked Remus with a suggestive tone.

"Well no, but what girl wants some mushy guy pouring his heart out to her anyways. Isn't that what their supposed to do?" Lupin gave himself a small smack in the forehead. " I don't believe you Prongs, you really can be thick you know."

They all took their seats at the Gryffindor table. Lily was sitting only a few seats away but only James seemed to notice. It seemed to take forever for Dumbledore to finish his speech and for the sorting of the first years to finish.

When it was finished James gave a sigh of relief and said " Finally now where's the food," loud enough for most of the hall to hear. Most of the students broke out in laughter except of course for the Slytherins, their house rivals, and Lily who just seemed unimpressed. James slouched forward in disappointment that his cunning joke hadn't even fazed her. He was beginning to run out of things to try to get her to notice him.

"Don't sweat it mate obviously you two will never be." Sirius said trying to comfort his depressed friend. Sirius although normally he acted tough always had a more sensitive side that helped James get through his depressed stages.

"He's right Prongs obviously Lily just doesn't appreciate your unique personality." Remus added.

"That's right!" exclaimed Pettigrew not being able to think of anything wise like Sirius or Remus. James just continued to pout as the food appeared on their plates. Everyone began to eat but James just sat there stabbing one of his roast potatoes. He never did understand how Lily's mind worked.

Once the feast was over and Dumbledore had dismissed them all the marauders headed up to the Gryffindor common room. Just as they approached the door Lily came over from the other side.

"Bezoars." Lily said causing the portrait of the fat lady to swing open revealing a comfortable room filled with small working tables and couches to sit on. In the fireplace a huge fire was roaring happily. Lily, instead of staying in the common room like most, just headed straight for the girl dormitory.

"Oy! Evans!" James shouted over all the voices in the room. Lily turned around. "Sleep well!"

Lily just rolled her eyes and continued up the stairs. When she got to her dorm she pulled out her book and sat down on her bed. Lily tried to concentrate on the writing but her head was spinning with thoughts, mostly about how she longed for Remus to notice her and like her, but also about how loyal he seemed to be to his friends. 'He never stands up to them' she thought, 'it's like he's scared to loose them, but he could do so much better for himself, he's so smart and kind'. She gave her head a shake 'get over it' she thought 'it's not going to happen, not with his friends around'. Then she got thinking of the other marauders, Sirius she could stand but just barley, Peter wasn't bad a bit of a suck up to the reest of them but that didn't matter, it was James who bothered her. How could anyone be such an insensitive jerk! Always walking around like he owns Hogwarts just because he's a seeker, ruffling his hair to look cool and picking on people he thought of as below him. The thing that made her the most mad though was how he always seemed to make it a point to annoy her when she was around.

Meanwhile in the common room.

James sat down in a chair furious. "You know I think she really does like me she's just intimidated." He said trying to rationalize Lily's dislike for him.

"Oh yes Prongs that's for sure. It couldn't be because you never leave her alone and you always act like a jerk around her could it." Sirius said in a very sarcastic way.

"Shove off."

" Padfoot's got a point Prongs, maybe if you tried not trying to be cool she'd like you a little more." Remus said trying to sound sympathetic.

"I think she is intimidated by you Prongs." Wormtail said in an attempt to cheer James up. It didn't work needless to say.

"I'm goin to bed guys see ya in the morning." James said as he got up and headed for the boys dorm.

Sirius got up to follow him and said, "I'll see what I can do to cheer him up." With that he walked off Pettigrew following close behind. Remus just sat in his favourite chair staring into the fire. 'I wish there was something I could do for Prongs' he thought 'but what can I do Lily obviously hates him.' He sat there for hours just staring at the flames but was brought back to reality when he heard footsteps behind him. He turned to see Lily standing there.

"S..S..Sorry," she said "I didn't think anyone would still be down here, I just came to do some reading 'cause it's a little loud in my room." She gave a small nervous smile.

"Oh well don't let me get in your way, I should really go upstairs anyway." Remus stood up to leave.

"You don't have to go!" Lily said, her heart racing. "I mean stay if you want to, I really wouldn't mind. Actually it would be nice to have some company." She was shocked at her own bravery for asking him to stay.

"Alright, sure I'll stay for awhile." He said sitting back down in his chair. Lily sat down in the chair next to his. "What book are you reading?"

"Christmas Carol, it's been my favourite ever since a was young."

"Really, mine too!" Remus said in shock that she had the same favourite book as him.

"That's amazing, I never would have thought you a Christmas Carol type person." Lily said excitedly trying to hide her blushing. Remus just stared at her with hi gorgeous amber eyes. 'Their so deep and troubled' Lily thought to herself. As his eyes bore into her they both moved a little closer, and closer until their lips touched in what was both of theirs first kiss. For Lily it was if fireworks were going off right in the middle of the common room. Remus's heart was racing at the speed of light as he pushed Lily away.

"I..I..I shouldn't have done that I'm sorry." Remus said staring at the floor.

"Remus, you don't understand how long I've wanted you to do that ." she said. It was as if she had been smacked in the face when he pushed her away. "Remus, I've liked you since I first saw you. Don't you like me even a little bit?"

Remus was confused, the kiss had felt so right and had made him feel like a normal teenager but at the same time he new it was wrong. He had just betrayed his best friend, a friend who kept his darkest secret and who had done so much to make hi life easier. "Lily, don't take this the wrong way but…"

"You don't like me" she said finishing his sentence. "Of course how stupid to think you'd go for someone like me."

"No Lily it's not that I don't think you're great or anything its just…"

"Potter," she said with hate in her voice. She knew it he was just being loyal to that arrogant jerk, Potter. " Why does he matter, why don't you ever stand up to him?"

"Lily, he's my best friend and he and Sirius have done more for me than anyone else ever has, so I just can't stab him in the back." Lily began to sob. She should have known that Remus wouldn't be the type to betray a friend. "I'm so sorry Lily." He said again.

"It's ok," she said trying to regain her composure, "I understand, your too good of a person." Remus couldn't bring himself to look at Lily while she was sobbing. His mind was racing by this time. "I better get some sleep," she said standing up "Goodnight." She walked away still sobbing to herself. Remus just sat there with his head in his hands trying to sort out his thoughts. He really didn't want to betray James but the kiss had sparked something in him that he didn't quite understand. He sat there until 3 in the morning when he finally fell asleep in the chair.

A/N: So how was this chapter? I kinda wanted to make both Lily and Lupin seem like loners because that's how I kinda see them don't you. So anyway please review!


	5. Secrets and Lies

Chapter Five.

"Oy. Moony wake up" James said shaking Remus's shoulder. Remus woke up and jumped at the sight of James.

"Oh Prongs it's you."

"Ya, everybody else 'as already gone down for breakfast." James pointed out. "How'd you end up sleepin' down here anyway?"

"Uh, I just thought I wasn't tired so I was thinking about some things and I guess I must have dozed off." Remus said obviously not going to tell James about the previous nights events. "Shall we go meet everyone for breakfast then." He said acting as if nothing had ever happened.

When they got down to the great hall they found Peter and Sirius making their forks wrestle with each other. Sirius was winning by a long shot being better at magic and all. They had quite a large group of people gathered around them everybody cheering for Sirius of course. Sitting about ten seats down the table, all alone was Lily. James turned to Remus and said "I'm gonna try what you said mate, just talking to her." James gave Remus a wink and a small nudge with his elbow and stalked off to go sit by Lily. Remus sat down still not able to get that kiss out of his head. He sat close enough to here James and Lily's conversation but far enough away that he wouldn't be to obvious.

"Hey Evans!" James said enthusiastically as he took the seat next to Lily's.

"Go away Potter I'm not in the mood." She said stirring her spoon around in her porridge. James looked at her and seen that her eyes were red from crying.

"What's the matter?" he asked.

"That's none of your concern ok." She was trying to restrain herself. It took all her self control to stop herself from yelling at him for making Remus feel so obligated to remain loyal to him. "It has nothing to do with you so just leave me alone!." She yelled bolting out of her chair and running off sobbing. James just sat there dumbfounded. Down a few seats Remus saw what happened and got up to follow Lily without a single person noticing. When he reached the entrance hall he saw Lily running up the stairs. He ran up after her and caught her just as she was turning down the hall leading to an empty class room.

"Lily!" he called out stopping her in her tracks. She knew his voice instantly but could not bring herself to turn and face him. She just stood there sobbing to herself as she heard him come up behind her. As he came in front of her she just stared at the floor. "Lily we need to talk." He said taking her gently by the hand and leading her into the empty classroom. This classroom was never used it was full of desks and piles of chairs so Remus figured it would be ideal for talking in. "Lily about last night…"

"Remus I told you I don't need to hear it." She said with a giant sob.

"Really 'cause I think you do. Please just listen to me."

"Fine."

"Lily I'm not good with liking people, actually I never really have had any feelings for anybody before."

"Well then your luck because then you've never gotten hurt!"

"Are you kidding I've been hurt everyday! I've watched countless people in relationships and hoping that one day I might be able to do that to!"

"Well now's your chance Remus, please just tell me you feel something for me."

"I do and that's the whole point! When we kissed last night all the emotions that I've wanted to have for someone came flooding into me but I don't know how to let anybody in." Lily's sobs ceased. He had just said what she had been longing for all this time. "Lily I want to be with you but …"

"But what? Nothing else matter then."

"My friends matter Lily, like I said last night I can't just betray James like this, after everything he's done."

"Remus you can't do this to me. First you tell me you want to be with me then you tell me you can't!" Lily was crying again. Lupin stepped towards her and embraced her in a hug. In his arms Lily felt safe and warm. "Please Remus, just let me in. Let yourself feel, please."

"Promise me one thing Lily, no one can know ok, no one can know."

"Alright."

"Hey Moony over here!" Sirius yelled from their favourite spot in the common room. Remus had just walked in but went straight over to sit with the others. "Missed you at breakfast mate. I guess you didn't see James crash and burn with Evans."

"No I missed that." Remus said lying. Sirius's words were like a slap in the face to him knowing what had just happened in the empty classroom and how hurt James would be if he ever found out. "Sorry to hear it mate."

"I just don't know what to do already." James said sulkily staring out the window out towards the quidditch pitch. "You guys wanna go for a walk?"

"Sorry mate I'm goin for a nap." Sirius said.

"I've got to practice some charms from last year I've forgotten how to do" was Pettigrew's excuse.

"How 'bout it Moony? You up for a walk?"

"Sure Prongs, whatever" Lupin said distractedly, Lily had just entered the common room and gave him a small half smile, and he gave her one in return. James didn't seem to notice. James and Lupin got up and headed outside to the grounds. They headed down to their spot under the large birch tree by the lake and sat down on the cool grass.

"Nice day out at least. It'll come in handy tonight at least." James said.

"What?" Lupin asked.

"Tonight Moony, you know the full moon…"

"Right sorry wasn't paying attention." Lupin's head was beginning to spin he had promised Lily he'd meet with her tonight in the empty classroom. He had completely forgot that tonight was the full moon and the night he'd turn into a werewolf! "I..I..I've got something I've got to do sorry mate." Lupin said as he jumped up and set of in a sprint toward the castle. He headed straight for the common room to find Lily but she wasn't there. Alice, Lily's friend was coming down the staircase from the girl's dorm. "Alice!" Remus yelled causing her to jump. "Where's Lily?"

"Ummmm, I think she went to the library, why?"

"Never mind, thanks." Lupin turned on his heel and sped off toward the library nearly knocking over a few first year students on his way. Sure enough when he reached the library Lily was sitting at a table off in the corner with her nose in her book. Lupin went over and sat down beside her. "Lily," he whispered so only she could hear him, "about tonight, I'm not going to be able to make it. I promised the guys I would help them with quidditch practice and then some homework. I'm very sorry."

Lily turned to face him, although she was extremely disappointed that he was blowing her off for his friends but she seen that he was torn up about it so she simply said "Alright as long as you meet me there tomorrow night instead."

"Ok I'll be there." Lupin took a quick glance around and when he was sure nobody would see he gave her a quick peck on the cheek before getting up and leaving.

James was still sitting under the tree when Remus and Sirius came outside. " 'Ave you been sitting here the whole time?" Sirius asked. James nodded. "Prongs you've gotta stop moping around. Just think tonight's the full moon you have to be looking forward to that?"

"Ya, your right Padfoot, I really am thanks." James stood up and he and the other marauders headed back up to the castle to start making plans for the night.

A/N: Hey all you Happy people. Sorry in a good mood. So what do you all think. I realize it's kin of fast paced but hey I was excited so shove off. I promise to keep up with it so please review!


	6. For her own good

Chapter Six.

That night as soon as the sun went down, Remus was escorted down to the Whomping willow by Dumbledore. He made his way through the under ground tunnel all the way to the Shrieking Shack. This was a small abandoned building that was on the edge of Hogsmead village. Everybody called it the world's most haunted shack because of the terrible screams they'd hear coming from it every month, but the screams were really coming from Remus as he painfully transformed into his werewolf form.

When he got to the small shack the others were already waiting for him having sneaked out earlier. "Almost time mate." James said looking at his watch. They had these nights down to a science. "Three…two…one"

Just as James finished the count down Remus began to transform. He howled in pain at first but then he began just to howl as a wolf howls at the moon. This was their cue to transform also. All three of them were unregistered animagus. Sirius became a large black dog, Peter became a rat and James became a stag. The three of them had to study almost their whole second year to become animagus's for it was something you were usually born with. All of them transforming always seemed to make Remus's life easier, with his friends beside him he even remembered who he was while he was a werewolf. He felt so indebted to his friends for their dedication to becoming animagus's and their devotion to him and his secret.

Lily was sitting in her dorm looking out her window wondering where he could be. She had waited by the quidditch pitch waiting for him and the marauders but he never showed up. She also checked the library, the common room countless times and wandered the halls until it was time to back in their houses. Lily sat down in the chair closest to the fire. The common room was nearly deserted except for a few first year students who were making sure they hadn't forgotten any supplies and talking excitedly about their first lessons tomorrow morning. Lily was getting annoyed very fast with their cheerful chatter and found herself grinding her teeth and tightly squeezing the arms of the chair. The first years went to bed about a half an hour later. Finally, she thought, peace at last. She was now beginning to get worried. Lupin had been gone for a long time and she was beginning to wonder if he had ditched her because he really didn't want to be with her. No, that's not true, she thought to herself, he wouldn't have came after me and told me all those things if they weren't true, he's to good of a person, isn't he?

She fell asleep after hours of being lost in her thoughts. It was nearly four in the morning when the moon went down that night so the marauders came back exhausted from their night of causing mischief. They entered the common room thinking it was deserted. "I'm going to bed now, I'm to tired to do any more tonight guys see you in a few hours." Lupin said as he disappeared up the stairs.

"I'm going to bed too," Peter said "I don't want to fall asleep in McGonagall's class again last time she nearly skinned me alive!" he shrugged and followed Remus up the stairs. James an Sirius took a seat at a small table near the window.

"Poor Moony, must be hard on him to have to go through the same thing every month." Sirius said with a glance at the stairs Lupin had gone up.

"Ya your right, at least our transformation is painless his always sounds like it hurts him in more ways than one." James replied looking at the floor.

"I wish there were more ways to help him deal with it. I know us being there helps it stay under control but I mean I wish we could help with the pain of it all." Lily began to stir over in her chair by the fire. "Blimey!" Sirius jumped "I didn't think anyone was still down here, do you think they heard us?"

"Hey you over there!" James called causing Lily to awake and sit bolt upright.

"Wha… Where am I?"

"Oh Evans it's you, your in the common room." James said, as Lily looked over at him still dazed from her sudden awakening. "What you still doing down here there's class in the morning don't forget."

"Yes… Right, class." She said dizzily getting up and heading up the stairs to the girls dorm.

"Night Evans!" James called to her but she didn't even acknowledge him.

"Wonder what she was doing down here so late?" James asked more to himself than directly to Sirius.

"I don't know but more importantly did she hear any of our conversation." Sirius said in a worried voice. James just sat back in his chair and stared out the window until the sun began to rise. Finally they got up to catch an hour of sleep at least.

Lily was one of the first people down in the great hall for breakfast that morning. She sat down in an empty seat and helped herself to some toast. She was just about to take a bite when the marauders walked in. Lily looked over to Remus and was just about to get up and go talk to him but he gave his head a small shake to tell her not to come over. He looked even paler than normal and he had an extremely sick look about him. What could he have been doing last night to make him so awful? Lily knew she had to get him alone so she could talk to him. Professor McGonagall came around handing out their schedules and Lily saw that she would have no free classes today for she double potions in the morning, herbologry and charms in the afternoon. She knew getting him alone during class would be near impossible because of Potter so it would have to wait until after dinner.

The day seemed as if time had stopped Lily was nearly in tears by the time dinner came around she need to talk to Remus desperately. Finally though she got her chance. She seen all of the marauders get up and she knew exactly what to do. She followed the marauders making sure not to be seen. She pulled out her wand and muttered a small incantation causing Lupin's lace to untie.

"Go on ahead." He told the other marauders bending down to tie his shoe. "I'll be up in a minute." The others continued on ahead of him and soon were out of sight. Lily ran up to Lupin just as he was about to go up the stair.

"We need to talk." She whispered taking his arm and leading him into the nearest empty classroom. "What are you trying to pull?" This question shocked him and all he could do was give her a confused look. "Last night, you said you couldn't meet me because you were helping your friends with quidditch and homework, but I couldn't find you anywhere." She said on the verge of tears.

"Listen Lily…"

"No Remus just tell me the truth do you really want to be with me or not?"

Remus truly had to think about this. He really did long to be with Lily but at the same time it was so hard. He didn't want to betray James and he knew that if he kept this up James would find out and most likely be furious because he had like Lily since their first year. Also Remus knew that if he continued with Lily she would continue to feel hurt and betrayed because he knew that on the full moon of every month he would disappear and she would go through this every time. He finally came to a decision. He took Lily and hugged her in an embrace that seemed to last forever. "Lily," he said, "I don't want to be with you. I thought I did but I don't so please understand."

"W..wh.what?" she sputtered as he let her go, turned and left the room. "It isn't true, it can't be true." Lily just stood there holding herself, crying softly.

Remus couldn't bring himself to face his friends at this moment. He ran down the corridors until he had found his favourite hiding spot, the Room of Requirement. He entered it and found that there was a nice large soft chair in the middle of the room with a fireplace burning gently. He sat down in the chair sobbing, which he didn't dare do in front of his friends. He felt empty inside, he had just broken Lily's heart as well as his own. Before now he hadn't ever though of liking her but right now he felt as if she'd be the only person he would ever like again. He couldn't stop the tears from coming they just poured out of him. Everything seemed so unjust, him being a werewolf he knew no matter what his life was going to be full of hardships but in this moment he figured nothing could ever hurt more.

A/N: … I really don't know what to say do you? See. So what so you think I hope you all like it because I'm decently proud of it so Please review, thank you!


	7. Never even Happened

Chapter seven.

It was well past one in the morning when Remus finally returned to the Gryffindor common room. When he arrived he found Lily sitting in a chair staring at the fireplace. She looked up towards him and their eyes locked for only a brief second until Remus heard his name called from the other side of the room. He tore his eyes away from Lily feeling as though he was tearing his heart right out of his body, on the other side of the common room he seen James, Sirius and Peter sitting in their regular spot. James and Sirius were having a game of chess, while Peter was watching excitedly. Remus walked over to them shooting one more, quick glance in Lily's direction before sitting down to join his friends.

"Hey mate, where 'ave you been?" asked Sirius, looking at Remus he realized how tired he looked and he knew that something was wrong. Sirius always could tell when someone in the group was felling down or depressed.

"Ya, we were worried about you." James said also looking at Remus and seeing how tired and worn out he looked. James although kind didn't have the same talent as Sirius did for sensing others emotions, thought maybe Remus had just had to late of a night. "You look like you could use some sleep mate, you better go up to bed before you pass out right here."

"Your right, I'll do that," Remus said getting up, "thanks a lot you guys." With that he left the common room. His head was still spinning with thoughts of Lily and how he had hurt her; he kept seeing images of what James would do if he had found out. Remus just shook his head and as he laid down on his bed he thought to himself, "No one shall ever know, I'll forget it all and pretend it never happened.

A/N: Hey! I'm sorry this chapter is so short but it's kinda just a transition chapter so don't worry the next one will be much longer! Thanks for reading! Please R&R.


	8. Freindship or Love?

Chapter Eight.

The Next few months went by in a haze for Remus. Classes seemed to be rushed through so fast that even he had a hard time keeping up with the notes and assignments and this year due to the OWL's at the end of the year, and the teachers were lecturing them and giving out loads of extra assignment. Remus was beginning to find it easier to not think about Lily and what had happened at the start of term. He barley even talked to her since then and when he had it was usually to give her the new password to the common room or ask about a homework assignment. His transformations also seemed to be getting a tad less painful. James, Sirius and Peter also seemed to be enjoying themselves in the past few months, with their friend back to normal they were able to get back to working on quidditch which really seemed to be paying off because Gryffindor slaughtered Hufflepuff in the first match off the season. For Remus it seemed that all of Hogwarts was celebrating with him in how good he was feeling. It was now December though and with Christmas break approaching quickly the teachers were frantically trying to get all the work that needed to be done out and assigned which left all the students behind.

"So Prongs, what kind of things should we do this year for the break, I mean sealing the lavatory doors shut last year was hilarious but I think we need something even more amazing this year." Sirius said.

"Well you guys, the thing is that my parents kind of planned a trip this year for the break so I'm not gonna be here even… Sorry mate" James said in a shy voice rather unlike his normal self. He hated letting his friends down especially Sirius because he always was there for him, but James new he couldn't just not go with his parents.

"Oh…Uh…Ok, whatever we'll still find something great wont we Wormtail?" Sirius asked turning to Peter.

"No sorry Padfoot but I have to go away to my parents said that it's time to start coming home for Christmas." He apologized.

" Well Padfoot I guess it's just you and me this year then." Remus laughed punching Sirius in the arm. Sirius just slouched back in his chair. Ever since they had all met in their first year they had always all stayed over Christmas and pulled an elaborate prank on the entire school (usually targeting Slytherins the most.)

Lily was sitting about ten seats down from the marauders. The last few months hadn't been so easy for her. She found herself struggling to keep up with all the homework, which was hard enough, but on top of that she was finding herself still thinking of Remus and how happy she was in the short time they were together. Also she still found herself crying over how quickly he had left her, how bad it had hurt when he had stopped talking to her. What hurt her most was how he seemed not even to care what had happened. Whenever she saw him he was laughing or joking around. He even seemed to be able to keep up with the homework and make it look like he wasn't even trying hard, although he still seemed to always look ill and worn out. She looked over, down the table to where the marauders were sitting and she saw Remus laugh at something and give Sirius a punch in the arm. She couldn't handle this, she got up and ran right out of the great hall. She felt herself beginning to cry. Her feet knew exactly where to take her. She ended up in the empty classroom where Remus had first told her he liked her and wanted to be with her. She sat down in the center of the room and just started to cry fully and openly. In her mind she knew this was being a little pathetic but she couldn't help it, to her it seemed that in the moment he had dumped her, her world had ended and she didn't see how things could ever get better.

Remus seen Lily ran by looking like she was about to cry, and even though he knew she probably didn't want to talk to her he decided that this might be as good of time as any to see if he could patch things up with her.

"I'll see you later guys I think I left my book in McGonagall's class I'm just going to nip back and get it ok." He left the great hall and broke out in a run. He had lost sight of Lily but he had an idea of where she might be. As he approached the door of the abandoned classroom he heard crying coming from inside. He opened the door and knocked lightly as he stepped inside. Lily jumped up at the sound and feverishly tried to wipe the tears from her eyes but when she turned around and seen Lupin standing there the tears just continued running down her cheeks. "Lily, are you alright?"

"Oh I'm fine… I'm bloody peachy!" She screamed at him. "Why would I be fine! You left me so suddenly and you act like it didn't even bother you. Why Remus? Why did you do that? How could you do it? How is it you have the nerve to stand here now and ask me if I'm ALRIGHT!" she screamed even louder.

"How can you think it didn't hurt me too? "

"Well you sure aren't acting like it, oh right I've forgotten you have your band of delinquent friends to help you! So just go back to them and leave me alone!" she let out a giant sob and sunk back onto the floor still weeping to herself. Remus went over and sat down beside her but when he went to put his hand on her shoulder she just pulled away.

"Lily my friends have nothing to do with this, and as for not acting as if it hurts is because I don't want it to hurt so much. I'm having enough trouble coping as it is without everybody saying look there goes poor little broken, softhearted Remus. I don't want the sympathy ok that's the only reason for this front. If I had it my way I'd probably be in the same state as you right now but I just can't do that." He put her arm around her shoulder but this time she didn't pull away she actually leaned into his embrace. He felt so warm to her, she could here his heart beating.

"Why can't it be your way, why can't we just give it another shot? Please Remus let's try again." She was still sobbing softly. Remus closed his eyes and pictured what it would be like, he saw Lily and himself standing under the tree down by the lake with lily and him hand in hand, then the image change to valentines day with them exchanging gifts and then a kiss, his mind then went back to their first kiss that night in the common room and how great it had felt. As he opened his eyes he looked down at Lily's head resting on his shoulder and he was torn between his loyalty to his best friend and his longing desire to have somebody he truly cared for. "Remus…" Lily whispered "Please let's just sit here for awhile."

"Ok." Remus said and closed his eyes and continued picturing him and Lily together. "Lily I need some time to think, please understand."

"I do."

A/N: Hey I realize my chapters aren't incredibly long but I hope you do enjoy them. This story is kinda my way of getting my feelings out of me so I apologize for the roller coaster like ride, and if you find it moves to fast then that's just because that's the way my life is… anyway enough about that please review!


	9. The nicest Person in Hogwarts

Chapter Nine.

Remus walked down the long underground tunnel that lead straight into the shrieking shack. As he walked he thought about how it felt to have Lily leaning against his shoulder, how helpless she seemed and how forgiving she was to him. He didn't know yet what he was going to do. He still yearned to be with her and have her rest on his shoulder again but every time he thought it through he always came to the conclusion that in the end James would find out one way or another. Finally, after what seemed like an eternity of walking he found himself within the shack, which alone concealed his deepest fear and darkest secret, himself. There was still about half an hour left before the moon would rise, he had come early this month so he would have time to clear his head a little. Only five minutes passed before he heard the familiar footsteps of his friends entering the shack.

"Oy! Moony! You 'ere yet?" called James from the other room.

"No Prongs I've decided to transform in the middle of the great hall this month." Remus replied sarcastically. All of the marauders broke out in laughter.

"Nice one mate but why don't we save that for seventh year, go out with a real bang." Sirius said still laughing.

"Ha ha Padfoot, I don't think so. Twenty minutes guys." Remus stated looking at his watch.

"Ok well then lets just sit down 'cause last time I was exhausted by the end of the night." Peter whined.

"Shut it Wormtail, at least your transformation is painless." James snapped and Peter gave a small squeak of an apology. They all sat around mindlessly chattering away when Sirius looked at his watch.

" Ok guys time to get ready" James, Sirius and Peter all stood up and transformed, James turning into a Stag, Sirius into a large black dog and Peter into a rat. Then it was Remus's turn to transform. He let out a blood-curdling scream as his body reconfigured itself twisting, bending and growing. His nails turned to claws, his teeth into fangs and his eyes changed from beautiful amber into yellow. Again he let out a cry of agony but this time it was no human cry it was a howl, not of Remus but a monster. He began clawing at himself causing deep gashes on his arms and face. The other three took this as their cue James stepped forward first and walked right up to Remus. Lupin raised his claws ready to kill James but all James did was nudge him with his antlers. This infuriated him, so he let out a menacing growl; Sirius then stepped forward and gave a playful bark. This all confused the werewolf, but comprehension soon dawned on him and his mind became clear once more, he could remember everything about his human self again, and so the marauders set off for their night of mischief.

Remus snuck back into the castle around eight thirty the next morning. It was the last day before classes so he didn't have time to stop for breakfast; he had to head strait for the hospital wing so that Madam Pomfrey could attend to the wounds he had given himself during the night. While he was walking his mind was reeling about what he was going to tell Lily when he saw her, he still wasn't sure whether to risk his friendship with James or not. His thinking time was cut short when he collided with somebody. They both fell to the ground and when he looked up and seen her dazzling auburn hair and green eyes he began to blush.

"Lily, I.I'm so sorry I didn't see you coming. Here let me help you." He got up and held out his hand for her.

"Don't worry Remus, I was just at the hospital wing getting a few things and… Oh My!" she gasped looking up at his face then back down at his arm. "What happened? Are you alright?"

"Yes, of course, I'm fine. Don't worry."

"Are you sure? Those cuts look really deep."

"Ya I'm sure, actually I was just going to the hospital wing to see Madame Pomfrey, would you like to join me?"

"Yes, of course!" She began to blush as they set off down the corridor towards the hospital wing.

"So, what are you doing for Christmas?" Remus asked not wanting to sound overly anxious.

"Staying here, my parents said that they were going to go on a vacation and that it was my choice to go or not."

"Really, where were they going?"

"Just a resort near the coast, nothing fancies."

"Why didn't you want to go? It sounds like a nice trip to me."

"It would be, but going would mean that I would have to put up with my sister _little prissy Petunia_ and her nagging, and teasing, and her snide remarks about magic being abnormal."

"She sounds awful," Remus said not being able to picture Lily, someone so kind and gentle, being related to someone horrible and mean.

"Oh she is, but it wouldn't be so bad if I could hex her just once" Lily blushed and began staring at her feet as she walked. "I'm sorry that was awful of me, you must think I'm some sort of lunatic now."

"No, of course I don't Lily your one of the nicest people at Hogwarts."

"You're just saying that to be nice."

"Am not, it's true. I have never, ever seen you be mean to anyone, well except James."

"Ah, Potter yes well…"

"Why do you dislike him so much, really?"

"Well to name a few things," she put up her fingers and counted with them as she named things off, "He's arrogant, he doesn't leave me alone, he can never just be civil, he thinks he runs Hogwarts, and …" Lily began staring at her feet again.

"What?"

"He made fun of my hair in first year." Lily said matter of factly. Remus began to laugh. "It's not funny!" she laughed also giving him a playful punch in the arm by mistake. Remus gave a small gasp of pain. "Oh s.sorry that was stupid of me." Remus just continued laughing until they reached the hospital wing door.

"Ah Mr. Lupin I was wondering… oh Ms. Evans nice to see you, come in Mr. Lupin and lets fix up those cuts." Madam Pomfrey was surprised to see Remus with Lily; he had never showed up with anyone, not even the other marauders, after one of his transformations. "Excuse us Ms. Evans seeing as you are not ill I must ask you to leave, don't worry Mr. Lupin here will be done in time for your first class." She began shooing Lily out the door.

"I'll see you in care of magical creatures Lily!" Remus called to her as Madam Pomfrey closed the door behind her. Remus just sat on one of the bed not even noticing the pain he felt in his arm as it was being bandaged up.

A/N: Hey everybody! I hope this chapter is to everybody's liking. I just had to throw in the remark about Petunia just because, but ya please review so that I can make the story get better as it goes along.


	10. Happiness Gone Wrong

Chapter Ten.

"Hey Guy's wait up!" Remus called sprinting to catch up to his friends.

"We didn't think you'd make it to class this morning Moony."

"Well what can I say OWL's are this year and I wasn't feeling as awful as normal so I figured I should show up."

"Typical Moony," Sirius said nudging James with his elbow "He has the best excuse ever to miss class and he comes anyway. And here I thought we were having an impact on him."

"Whatever Padfoot, lets just hurry up and get to class before we all get put in detention… again." All four marauders headed down to the edge of the forbidden forest which was where their care of magical creatures class was located. As the four of them reached the rest of the students Remus saw Lily on the other side of the class, their eyes met and they exchanged a small nervous wave. They both then turned away and began to blush.

Sirius looked over at Remus about to ask him a question but when he turned he saw Remus looking across the class at none other than Lily Evans, this was shocking enough but it was nothing compared to how shocked he was to see them waving at each other. He noticed them both blush as they turned away from each other. " What the…" he mumbled to himself. Sirius cleared his throat making Remus jump.

"Sorry mate I didn't see you there." Remus exclaimed trying to hide how truly he shocked he was. He wondered if Sirius had noticed him waving to Lily.

"Clearly…" replied Sirius with a grim look on his face that told Remus everything. Remus's mind began to race. What was Sirius going to do? He wouldn't tell James would he? All these questions raced through his mind and for the entire class he was not able to focus. He had nearly bitten by a Knarl, if hadn't been for James grabbing his hand away just in time.

The day past in a blur, before Remus knew it he was back in the Gryffindor common room with his homework sprawled out in front of him.

"I don't understand how the teachers expect us to do all this homework!" whined James.

"It's not that much" Remus said clearly lying they had been given an essay on distinguishing the Knarl, a two foot long essay on different fungi for potions and another foot long essay on how wand movement effects the spell your performing.

"Easy for you to say, you always get all your work done." James replied. " Oh whatever I'm going to bed." Remus looked at his watch, it was almost eleven o'clock.

"Really mate? Eleven o'clock only what's with you?" Sirius asked.

"Well I was thinking that maybe…"

"Maybe what?" Remus said absent minded while looking for his quill.

"Well of asking Lily out tomorrow." James said. Remus who had been leaning over to grab a book off the floor toppled off his chair and hit the floor with a thud. "You alright?"

"What… Oh …yeah … fine" He stumbled over his words.

" Well thanks for the reassurance guys." James spat with immense sarcasm.

"James," Sirius said in a very serious tone, " it's just we don't want to see you get shot down again."

" I won't get shot down," He said with hope in his voice, "I'm going to try just talking to her without trying to hard. Now I'm going to bed before you lot change my mind." With that James headed up to the boys dormitory. Once Sirius was sure James was out of earshot he rounded on Remus.

"What the ruddy hell do you think your playing at?" He screamed. This is what Remus had feared.

"W..What are you talking about." Remus replied , but he knew instantly that it wasn't going to work.

" You know Damn well! I saw you today, waving at Lily."

"It was an innocent wave."

"No it wasn't I could tell, just by the way you were looking at each other. Now tell me what's going on." Remus hesitated "Fine I'll go get James and you can tell him instead." Said Sirius giving Remus a stern look.

"Alright…" he proceeded to tell Sirius the entire story. As he finished Peter who had sat entirely still the whole time gave a low whistle that made the other two jump because they had forgotten he was their.

" Are you mad?" Peter said in a low voice "If James ever found out he'd kill you!"

"I know… I tried to stop it but…" Remus look at the floor fighting back tears "I just couldn't. No matter what I did it just happened."

"You should have tried harder Remus." Sirius said not even looking up at Remus.

"Sirius surely you don't think…"

"Remus he's your best friend! He became an animagus so that your transformation would be easier, and you steal the girl he's loved since first year."

"Alright, that's enough! I know it's low but I can't help it… Please Sirius try to understand, she's the only girl who's ever even looked twice at me. You and James have all the other girls in the school fancying you. Besides Lily absolutely despises James."

"I wish a girl would fancy me." Said Peter causing Sirius to punch him extremely hard in the arm "OWWW! I was only saying!"

"Sirius please" Remus pleaded, "if anything give me at least two weeks and then I'll end it. Just two weeks."

"I don't know Remus, I really don't know."

"PLEASE!"

"Alright fine, but if it doesn't end in two weeks either I'm gonna tell him or else you are." Sirius got up slowly without saying anything more and stalked off to the boys dormitory.

Remus got up and ran out of the common room tears pouring down his face. Peter was left sitting there all alone, he mumbled to himself "to much drama for me." With that he got up and also went up to bed.

A/N: Hey! I'm back. Sorry to all for how long it's taken for me to update. My comp was down and I haven't been able to get on one long enough to finish anything. So I hope you all like this chapter I'll try to get the next one up soon thnx for reading


	11. How?

Chapter 11

The next morning Remus was the first to arrive at in the Great Hall for breakfast. He made his way to the Gryffindor table and took a seat. The events of the previous night were still fresh in his mind. He poured himself some cereal while Sirius's words rang in his ears _either I'm gonna tell him or else you are!_ How could Sirius do this to him, didn't he deserve to be happy to. He immediately felt guilty for this last thought. He knew that Sirius was only looking out for James' best interest, after all James had always loved Lily.

At the thought of Lily Remus felt another twinge of guilt, How could he let Lily down again, he just got back with her. If he broke it off again it would shatter her. Just then the others came into the Great Hall and James sat down moodily beside Remus as Sirius and Peter sat directly across from them.

"What's with you James?" Remus asked trying to sound cheerful.

"Lily turned me down again, I just can't win with her. I even tried talking to her as if she was a normal person."

"Well sorry mate but I don't have any advice for you but maybe…" Sirius said with a dangerous tone in his voice. He turned at looked Lupin in the eye " Maybe Moony here could give you some pointers."

This caused Remus to start choking on his cereal. What was Sirius doing!

"Not a bad idea." James replied. Remus stopped dead in mid cough utter confusion overcoming him. Surely James wouldn't be considering it. He didn't need his help. "Evans seems to talk to you well enough Remus. Please help me… Please!"

"I d'know Prongs I don't really think there's much I could do I mean really talking to her is on thing but making her fancy you is a whole other."

"C'mon Moony…" Sirius said lightly punching Remus in the shoulder "I'm sure you could do it if you really tried."

"A..Alright then fine. I'd be glad to try mate, but I'm not promising any results."

"Good enough for me. YES!" James said punching the air triumphantly.

"Lets get to class." Remus said getting up slowly. His insides seemed to turn to lead as he thought of helping James become _boyfriend material_ for his girlfriend.

As they descended the staircase to the potions room Lupin's mind was racing with thoughts of how he was going to pull this off. On top of that he was dreading the thought of having to let Lily down again.

"Today we will be preparing a simple sleeping draught today" came the professor's voice from the front of the class. He gave a wave of his wand and the instructions appeared on the board. The class was filled with the sounds of people assembling their equipment.

" Remus I hope you realize I did that for your own good." Sirius said in the lowest whisper he could muster.

"Sure mate of course I know what it is your doing." Replied Remus hanging his head. "Just leave me alone Sirius." Sirius turned away from Lupin thinking of the look on his face when he had threatened to reveal his secret to James. At this thought Sirius felt torn, on one hand he felt guilty about what he was doing to Remus. I guess he does deserve the chance to be happy with somebody, he thought to himself, but why would he choose Lily knowing James loves her.


End file.
